Exhibit 10.4


                              EMPLOYMENT AGREEMENT

      THIS  AGREEMENT is entered  into this 17th day of June 2008,  but shall be
effective  as of  January  1, 2008  (hereinafter  the  "Effective  Date") by and
between  American Bank of New Jersey,  Bloomfield,  New Jersey  (hereinafter the
"Bank") and Joseph Kliminski (hereinafter the "Executive").

                                   WITNESSETH

      WHEREAS,  the  Executive has  heretofore  been employed by the Bank as the
Chief Executive  Officer and is experienced in all phases of the business of the
Bank; and

      WHEREAS,  the Bank  desires  to be ensured  of the  Executive's  continued
active participation in the business of the Bank; and

      WHEREAS,  this  Agreement is intended to replace the  previous  employment
agreement between the Executive and the Bank and to comply with the requirements
of Section 409A of the Internal  Revenue Code of 1986,  as amended (the "Code"),
and to reflect such additional changes as the Bank deems appropriate;

      NOW THEREFORE,  in consideration of the premises and the mutual agreements
herein contained, the parties hereby agree as follows:

      1.  Employment.  The Bank hereby  employs the Executive in the capacity of
Chief Executive Officer. The Executive hereby accepts said employment and agrees
to render such  administrative  and  management  services to the Bank and to its
parent  holding  company  ("Parent")  as  are  currently  rendered  and  as  are
customarily  performed by persons situated in a similar executive capacity.  The
Executive  shall  promote the business of the Bank and Parent.  The  Executive's
other duties shall be such as the Board of Directors for the Bank (the "Board of
Directors" or "Board") may from time to time reasonably direct, including normal
duties as an officer of the Bank.

      2. Term of  Employment.  The term of  employment  of Executive  under this
Agreement  shall be for the period  commencing on the Effective  Date and ending
thirty-six (36) months thereafter (hereinafter the "Term").  Additionally, on or
before  each  annual  anniversary  date  from the  Effective  Date,  the Term of
employment  under this Agreement shall be extended for an additional year beyond
the then effective  expiration date upon a  determination  and resolution of the
Board  of  Directors  that  the   performance  of  the  Executive  has  met  the
requirements  and standards of the Board,  so that the contract,  when extended,
will be for a new thirty-six (36) month term.  References  herein to the Term of
this Agreement shall refer both to the initial term and successive terms.

      3. Compensation, Benefits and Expenses.
         ------------------------------------

         (a) Base Salary. The Bank shall compensate and pay the Executive during
the Term of this  Agreement a minimum  base  salary at the rate of $258,750  per
annum (hereinafter the "Base Salary"), payable in cash, not less frequently than

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monthly;  provided,  that the rate of such salary shall be reviewed by the Board
of Directors not less often than annually,  and the Executive  shall be entitled
to receive increases at such percentages or in such amounts as determined by the
Board of Directors. The Base Salary may not be decreased without the Executive's
express written consent.

         (b) Discretionary Bonus. The Executive shall be entitled to participate
in an equitable manner with all other senior management employees of the Bank in
discretionary  bonuses  that may be  authorized  and  declared  by the  Board of
Directors  to its  senior  management  executives  from  time to  time,  and any
management incentive plan that may be authorized. No other compensation shall be
deemed  a  substitute  for  the   Executive's   right  to  participate  in  such
discretionary bonuses when and as declared by the Board. Any discretionary bonus
shall be paid no later than 2 1/2 months  after the end of the year in which the
Executive  obtains a legally  binding right to the bonus.  If the  discretionary
bonus cannot be paid by that date,  then it shall be paid on the next  following
April 15, or such other date during the year as permitted by Section 409A of the
Code and the regulations thereunder (Section 409A).

         (c)  Participation in Benefit and Retirement Plans. The Executive shall
be entitled to  participate  in and receive the benefits of any plan of the Bank
which may be or may become applicable to senior  management  relating to pension
or   other   retirement   benefit   plans,    supplementary   retirement   plan,
profit-sharing,  stock options or incentive plans, or other plans,  benefits and
privileges  given  to  employees  and  executives  of the  Bank,  to the  extent
commensurate with his then duties and responsibilities, as fixed by the Board of
directors of the Bank.

         (d)  Participation  in  Medical  Plans  and  Insurance  Policies.   The
Executive  shall be entitled to  participate  in and receive the benefits of any
plan or  policy  of the Bank  which may be or may  become  applicable  to senior
management relating to life insurance, short and long term disability,  medical,
dental, eye-care,  prescription drugs or medical reimbursement plans. During the
term of the  Executive's  employment  with the Bank, the  Executive's  dependent
family may participate in such programs,  with the cost of premiums paid in part
by the Bank and by the Executive in accordance with policies  established by the
Board of Directors.  Additionally, upon termination without cause or as a result
of a change of  control,  Executive's  dependent  family  shall be  eligible  to
participate  in medical  and dental  insurance  plans  sponsored  by the Bank or
Parent  for the  remaining  term of this  Agreement  with the total cost of such
premiums paid by the Bank.

         (e) Vacations and Sick Leave.  The Executive  shall be entitled to paid
annual vacation leave in accordance  with the policies as established  from time
to time by the Board of Directors,  which shall,  in no event,  be less than six
(6) weeks per annum.  The  Executive  shall also be  entitled  to an annual sick
leave benefit as established by the Board for senior management employees of the
Bank.

         (f)  Expenses.  The Bank shall  reimburse  the  Executive  or otherwise
provide for or pay for all  reasonable  expenses  incurred by the  Executive  in
furtherance of, or in connection with, the business of the Bank, including,  but
not by way of limitation,  premium  country club dues,  automobile and traveling
expenses, and all reasonable entertainment expenses,  subject to such reasonable
documentation  and  other  limitations  as may be  established  by the  Board of
Directors of the Bank. If such expenses are paid, in the first instance,  by the
Executive, the Bank shall reimburse the Executive therefor.

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         (g)  Changes in  Benefits.  The Bank shall not make any changes in such
plans, benefits or privileges previously described in Section 3(c), (d) and (e),
which would  adversely  affect the  Executive's  rights or benefits  thereunder,
unless such change  occurs  pursuant to a program  applicable  to all  executive
officers of the Bank and does not result in a  proportionately  greater  adverse
change in the rights of or benefits to the Executive, as compared with any other
executive  officer  of the Bank.  Nothing  paid to  Executive  under any plan or
arrangement presently in effect or made available in the future, shall be deemed
to be in lieu of the  salary  payable to  Executive  pursuant  to  Section  3(a)
hereof.

      4. Loyalty; Non-competition.
         -------------------------

         (a) The  Executive  shall  devote  his full time and  attention  to the
performance  of his  employment  under  this  Agreement.  During the term of the
Executive's  employment under this Agreement,  the Executive shall not engage in
any business or activity  contrary to the  business  affairs or interests of the
Bank or Parent.

         (b) Nothing  contained  in this Section 4 shall be deemed to prevent or
limit the right of Executive to invest in the capital stock or other  securities
of any  business  dissimilar  from that of the Bank or Parent,  or,  solely as a
passive or minority investor, in any business.

      5.  Standards.  During the term of this  Agreement,  the  Executive  shall
perform his duties in  accordance  with such  reasonable  standards  expected of
executives with comparable  positions in comparable  organizations and as may be
established from time to time by the Board of Directors.

      6. Termination and Termination Pay. The Executive's  employment under this
Agreement shall be terminated upon any of the following occurrences:

         (a) The death of the Executive  during the term of this  Agreement,  in
which event the Executive's estate shall be entitled to receive the compensation
due the  Executive  for at  least  one  calendar  month  after  the  date of the
Executive's death.

         (b) The Board of Directors may terminate the Executive's  employment at
any time, but any termination by the Board of Directors  other than  termination
for Just Cause,  shall not prejudice the  Executive's  right to  compensation or
other  benefits  under  this  Agreement.  The  Executive  shall have no right to
receive  compensation  or other  benefits for any period after  termination  for
"Just  Cause".  The Board  may,  within its sole  discretion  and acting in good
faith,  terminate the  Executive for Just Cause and shall notify such  Executive
accordingly.  Termination for Just Cause shall be defined as termination because
of the Executive's personal dishonesty, incompetence, willful misconduct, breach
of fiduciary  duty involving  personal  profit,  intentional  failure to perform
stated  duties,  willful  violation of any law, rule or  regulation  (other than
traffic  violations or similar  offenses) or final  cease-and-desist  order,  or
material breach of any provision of this Agreement.

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<PAGE>

         (c)  Except as  provided  pursuant  to  Section 9 hereof,  in the event
Executive's  employment  under  this  Agreement  is  terminated  by the Board of
Directors without Just Cause, the Bank shall be obligated to continue to pay the
Executive  the salary  provided  pursuant to Section  3(a)  herein,  through the
remaining  Term of this  Agreement,  but in no event  for a period  of less than
twenty-four (24) months, and the cost of Executive  obtaining all health,  life,
disability  and  other  benefits  which  the  Executive  would  be  eligible  to
participate in through such date based upon benefit levels  substantially  equal
to  those  being  provided  to the  Executive  at the  date  of  termination  of
employment.  No  payment  shall be made  under  this  Section  6(c)  unless  the
Executive's termination of employment qualifies as a Separation from Service (as
that  phrase is  defined in  Section  409A  taking  into  account  all rules and
presumptions provided for in the Section 409A regulations).  If the Executive is
a Specified  Employee (as defined in Section 409A) at the time of his Separation
from Service,  then payments under this Section 6(c) which  constitute  deferred
compensation  under Section 409A shall not be paid until the 185th day following
the  Executive's  Separation  from  Service,  or his earlier  death (the Delayed
Distribution  Date).  To the extent  permitted by Section 409A,  amounts payable
under this  Section 6(c) which are  considered  deferred  compensation  shall be
treated as payable after amounts which are not considered deferred compensation.

         (d) The voluntary  termination by the Executive during the term of this
Agreement  with the delivery of no less than sixty (60) days  written  notice to
the Board of  Directors,  other than pursuant to Section 9(b), in which case the
Executive shall be entitled to receive only the compensation, vested rights, and
all employee benefits up to the date of such termination.

      7. Regulatory Exclusions.
         ----------------------

         (a) If the Executive is suspended  and/or  temporarily  prohibited from
participating  in the  conduct of the Bank's  affairs by a notice  served  under
Section  8(e)(3) or (g)(1) of the FDIA (12 U.S.C.  1818(e)(3)  and (g)(1)) , the
Bank's  obligations  under the  Agreement  shall be  suspended as of the date of
service, unless stayed by appropriate proceedings.  If the charges in the notice
are dismissed,  the Bank may, within its discretion (i) pay the Executive all or
part of the compensation  withheld while its contract obligations were suspended
and (ii)  reinstate  (in whole or in part)  any of its  obligations  which  were
suspended.

         (b) If the  Executive is removed  and/or  permanently  prohibited  from
participating  in the  conduct of the Bank's  affairs by an order  issued  under
Sections  8(e)(4) or 8(g)(1) of the Federal  Deposit  Insurance Act ("FDIA") (12
U.S.C.  1818(e)(4) and (g)(1)), all obligations of the Bank under this Agreement
shall terminate as of the effective date of the order,  but the vested rights of
the parties shall not be affected.

         (c) If the Bank is in default (as  defined in Section  3(x)(1) of FDIA)
all obligations  under this Agreement shall terminate as of the date of default,
but this  paragraph  shall not  affect  any  vested  rights  of the  contracting
parties.

         (d) All obligations under this Agreement shall be terminated, except to
the extent that it is  determined  that the  continuation  of this  Agreement is
necessary  for the continued  operation of the Bank:  (i) by the Director of the

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Office of Thrift  Supervision  (hereinafter  "Director  of OTS"),  or his or her
designee,   at  the  time  that  the  Federal  Deposit   Insurance   Corporation
(hereinafter  "FDIC")  enters into an agreement to provide  assistance  to or on
behalf of the Bank under the  authority  contained in Section  13(c) of FDIA; or
(ii) by the  Director of the OTS, or his or her  designee,  at the time that the
Director of the OTS, or his or her  designee  approves a  supervisory  merger to
resolve problems related to operation of the Bank or when the Bank is determined
by the Director of the OTS to be in an unsafe or unsound  condition.  Any rights
of the parties that have already vested,  however, shall not be affected by such
action.

         (e) Notwithstanding  anything herein to the contrary, any payments made
to the Executive  pursuant to the Agreement,  or otherwise,  shall be subject to
and  conditioned  upon  compliance  with 12 U.S.C.  1828(k) and any  regulations
promulgated thereunder.

         (f) Payments under the Agreement that are suspended  under this Section
7,  but are  later  determined  by the  applicable  regulatory  authority  to be
payable, shall be paid on the earliest date practicable thereafter.

      8. Disability.  If the Executive shall become disabled or incapacitated to
the extent  that he is unable to  perform  his  duties  hereunder,  by reason of
medically determinable physical or mental impairment,  as determined by a doctor
engaged by the Board of Directors,  the Bank will pay  Executive,  as disability
pay, a weekly payment equal to one hundred percent (100%) of Executive's  weekly
rate of Base Salary, on the effective date of such termination. These disability
payments shall commence on the effective  date of  Executive's  termination  and
will end on the  earlier  of (i) the date  Executive  returns  to the  full-time
employment  of the Bank in the same  capacity  as he was  employed  prior to his
termination  for  Disability  and pursuant to an  employment  agreement  between
Executive and the Bank;  Executive's  full-time  employment by another employer;
Executive's death; or (iv) the expiration of the term of Executive's  disability
insurance  policy at age 65 as  currently  provided by the Bank.  Such  benefits
noted  herein  shall  be  reduced  by any  benefits  otherwise  provided  to the
Executive  during such  period  under the  provisions  of  disability  insurance
coverage in effect for the Executive. Thereafter, Executive shall be eligible to
receive  benefits  provided  by the  Bank,  if  any,  under  the  provisions  of
disability  insurance  coverage in effect for Bank employees.  Upon returning to
active full-time  employment,  the Executive's full compensation as set forth in
this  Agreement  shall  be  reinstated  as of the date of  commencement  of such
activities.  In the event that the  Executive  returns to active  employment  on
other than a full-time  basis,  then his  compensation  (as set forth in Section
3(a) of this Agreement) shall be reduced in proportion to the time spent in said
employment, or as shall otherwise be agreed to by the parties.

      9. Change in Control.

         (a) Notwithstanding any provision herein to the contrary,  in the event
of the involuntary  termination of the Executive's employment during the term of
this Agreement  following any Change in Control of the Bank or Parent, or within
twenty-four (24) months thereafter of such Change in Control, absent Just Cause,
Executive  shall be paid an  amount  equal to the  product  of 2.999  times  the
Executive's  "base  amount" as defined  in  Section  280G(b)(3)  of the Code and
regulations promulgated  thereunder.  Said sum shall be paid in one (1) lump sum
not later than the date of such termination of service,  and such payments shall
be in lieu of any other future  payments which the Executive  would be otherwise
entitled  to receive  under  Section 6 of this  Agreement.  Notwithstanding  the

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foregoing,  all sums  payable  hereunder  shall be reduced in such manner and to
such extent so that no such payments made  hereunder,  when  aggregated with all
other  payments to be made to the Executive by the Bank or the Parent,  shall be
deemed an "excess parachute payment" in accordance with Section 280G of the Code
and be subject to the excise tax  provided at Section  4999(a) of the Code.  Any
successor or assignee of the Bank following a Change in Control of the Parent or
the Bank shall be required to maintain in place any life  insurance  on the life
of the Executive that was acquired by the Parent or the Bank in connection  with
the  Executive  Life  Insurance  Agreement  or  Endorsement  Method Split Dollar
Agreement then in effect between  Executive and the Parent or the Bank. The term
"Change in Control"  shall refer to (i) the sale of all, or a material  portion,
of the assets of the Parent or the Bank; (ii) the merger or  recapitalization of
the  Parent or the Bank  whereby  the  Parent  or the Bank is not the  surviving
entity;  (iii) a change in  control  of the  Parent or the  Bank,  as  otherwise
defined or determined by the Office of Thrift Supervision ("OTS") or regulations
promulgated  by it; or (iv) the  acquisition,  directly  or  indirectly,  of the
beneficial  ownership  (within the meaning of that term as it is used in Section
13(d) of the  Securities  Exchange  Act of 1934 and the  rules  and  regulations
promulgated  thereunder) of twenty-five percent (25%) or more of the outstanding
voting  securities  of the Parent or the Bank by any  person,  trust,  entity or
group. This limitation shall not apply to the purchase of shares of up to 25% of
any class of  securities of the Parent or the Bank by a  tax-qualified  employee
stock  benefit  plan which is exempt from the  approval  requirements  set forth
under 12 C.F.R.  ss.574.3(c)(1)(vii)  as now in effect  or as may  hereafter  be
amended.   The  term  "person"   refers  to  an  individual  or  a  corporation,
partnership,   trust,   association,   joint  venture,  pool,  syndicate,   sole
proprietorship,  unincorporated  organization  or any other  form of entity  not
specifically  listed  herein.  The provisions of this Section 9(a) shall survive
the expiration of this Agreement occurring after a Change in Control.

         (b)  Notwithstanding  any  other  provision  of this  Agreement  to the
contrary,  Executive may voluntarily terminate his employment during the term of
this  Agreement  following a Change in Control of the Bank or Parent,  or within
twenty-four  (24) months  following such Change in Control,  and Executive shall
thereupon  be entitled to receive the payment  described in Section 9(a) of this
Agreement,  upon the occurrence,  or within 120 days  thereafter,  of any of the
following  events,  which have not been consented to in advance by the Executive
in writing: (i) if Executive would be required to move his personal residence or
perform his principal  executive functions more than thirty-five (35) miles from
the Executive's  primary office as of the signing of this Agreement;  (ii) if in
the organizational  structure of the Bank, Executive would be required to report
to a person or persons  other than the Board of Directors of the Bank;  (iii) if
the Bank should fail to maintain  Executive's base  compensation in effect as of
the date of the Change in  Control  and the  existing  employee  benefit  plans,
including material fringe benefit, stock option, retirement and insurance plans;
(iv) if Executive would be assigned duties and responsibilities other than those
normally  associated with his position as referenced at Section 1 herein; (v) if
Executive's  responsibilities  or  authority  have  in any way  been  materially
diminished or reduced;  or (vi) if Executive would not be reelected to the Board
of Directors of the Bank.

         (c) Notwithstanding  anything in this Section 9 to the contrary: (1) no
payment  shall  be  permitted  under  this  Section  9  unless  the  Executive's
termination of employment  qualifies as a Separation from Service; and (2) if at
the  time  of the  Executive's  Separation  from  Service,  the  Executive  is a
Specified  Employee  as defined in Section  409A,  then the  payment  due to the
Executive under this Section 9 shall be paid to him (or his  beneficiary) on the
Delayed  Distribution  Date.  Defined  terms in this Section 9(c) shall have the
same meaning as in Section 6(c) hereof.

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      10. Source of Payments.  All payments  provided in this Agreement shall be
timely  paid in cash or check  from the  general  funds  of the  Bank.  The Bank
unconditionally guarantees payment and provision of all amounts and benefits due
hereunder to Executive.

      11. Withholding. All payments required to be made by the Bank hereunder to
the  Executive  shall be subject to the  withholding  of such  amounts,  if any,
relating  to tax  and  other  payroll  deductions  as the  Bank  may  reasonably
determine should be withheld pursuant to any applicable law or regulation.

      12. Payment of Costs and Legal Fees.  All reasonable  costs and legal fees
paid  or  incurred  by  Executive   pursuant  to  any  dispute  or  question  of
interpretation  relating to this  Agreement  shall be paid or  reimbursed by the
Bank if Executive is successful  pursuant to a legal  judgment,  arbitration  or
settlement.

      13. Successors and Assigns.
          -----------------------

          (a) This  Agreement  shall inure to the benefit of and be binding upon
any  corporate or other  successor  of the Bank or Parent  which shall  acquire,
directly or indirectly, by merger, consolidation,  purchase or otherwise, all or
substantially all of the assets or stock of the Bank or Parent.

          (b) The Bank shall require any successor or assignee,  whether  direct
or  indirect,  by  purchase,  merger,  consolidation  or  otherwise,  to  all or
substantially   all  the  business  or  assets  of  the  Bank,   expressly   and
unconditionally to assume and agree to perform the Bank's obligations under this
Agreement,  in the same  manner  and to the same  extent  that the Bank would be
required to perform if no such succession or assignment had taken place.

          (c) Since the Bank is contracting  for the unique and personal  skills
of the Executive,  the Executive shall be precluded from assigning or delegating
his rights or duties  hereunder  without first  obtaining the written consent of
the Bank.

      14. Indemnification.
          ----------------

          (a) The Bank shall provide Executive  (including his heirs,  executors
and  administrators)  with coverage  under a standard  directors'  and officers'
liability  insurance policy at its expense,  and shall indemnify  Executive (and
his heirs,  executors and administrators) as permitted under federal law against
all expenses and  liabilities  reasonably  incurred by him in connection with or
arising out of any  action,  suit or  proceeding  in which he may be involved by
reason of his  having  been a  director  or  officer  of the  Parent or the Bank
(whether  or not he  continues  to be a  director  or  officer  at the  time  of
incurring  such  expenses or  liabilities),  such  expenses and  liabilities  to
include, but not be limited to, judgments,  court costs, and attorneys' fees and
the cost of reasonable settlements.

          (b) Any  payments  made to  Executive  pursuant  to this  Section  are
subject to and conditioned  upon  compliance with 12 C.F.R.  Section 545.121 and
any rules or regulations promulgated thereunder.

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      15.  Amendment:  Waiver.  No provisions of this Agreement may be modified,
waived or discharged unless such waiver,  modification or discharge is agreed to
in  writing,  signed by the  Executive  and such  officer or  officers as may be
specifically  designated  by the Board of  Directors  of the Bank to sign on its
behalf.  No waiver by any  party  hereto at any time of any  breach by any party
hereto of, or compliance  with,  any condition or provision of this Agreement to
be  performed  by such  other  party  shall be  deemed a waiver  of  similar  or
dissimilar  provisions  or  conditions at the same or at any prior or subsequent
time.

      16.  Governing  Law.  The  validity,   interpretation,   construction  and
performance of this Agreement shall be governed by the laws of the United States
where  applicable  and  otherwise  by the  substantive  laws of the State of New
Jersey.

      17.  Nature of  Obligations.  Nothing  contained  herein  shall  create or
require the Bank to create a trust of any kind to fund any benefits which may be
payable  hereunder,  and to the extent  that the  Executive  acquires a right to
receive  benefits from the Bank  hereunder,  such right shall be no greater than
the right of any unsecured general creditor of the Bank.

      18.  Headings.  The section  headings  contained in this Agreement are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation of this Agreement.

      19.  Severability.  The  provisions  of this  Agreement  shall  be  deemed
severable  and the  invalidity  or  unenforceability  of any  provision  of this
Agreement  shall  not  affect  the  validity  or  enforceability  of  the  other
provisions of this Agreement, which shall remain in full force and effect.

      20.  Arbitration.  Any  controversy or claim arising out of or relating to
this  Agreement,  or the breach  thereof,  shall be settled  by  arbitration  in
accordance  with the rules then in effect of the district office of the American
Arbitration  Association  ("AAA")  nearest to the home  office of the Bank,  and
judgment upon the award rendered may be entered in any court having jurisdiction
thereof,  except to the extent  that the parties  may  otherwise  reach a mutual
settlement  of such  issue.  Furthermore,  the  settlement  of the dispute to be
approved by the Board of the Bank may include a provision for the  reimbursement
by the Bank to the Executive for all  reasonable  costs and expenses,  including
reasonable  attorneys' fees, arising from such dispute,  proceedings or actions,
or the Board of the Bank or the Parent may authorize such  reimbursement of such
reasonable  costs and  expenses  by separate  action  upon a written  action and
determination   of  the  Board  following   settlement  of  the  dispute.   Such
reimbursement shall be paid within ten (10) days of Executive  furnishing to the
Bank  evidence,  which may be in the form,  among other  things,  of a cancelled
check or receipt, of any costs or expenses incurred by Executive.

      21. Confidential  Information.  The Executive acknowledges that during his
employment he will learn and have access to confidential  information  regarding
the  Bank  and  the  Parent  and  its  customers  and  businesses   (hereinafter
"Confidential Information").  The Executive agrees and covenants not to disclose
or use for his or her own benefit, or the benefit of any other person or entity,
any  such  Confidential  Information,  unless  or until  the Bank or the  Parent
consents to such disclosure or use or such information  becomes common knowledge
in the  industry or is otherwise  legally in the public  domain.  The  Executive
shall  not  knowingly  disclose  or  reveal  to  any  unauthorized   person  any
Confidential Information relating to the Bank, the Parent or any subsidiaries or
affiliates,  or to any of the  businesses  operated by them,  and the  Executive
confirms that such  information  constitutes the exclusive  property of the Bank
and the Parent.  The  Executive  shall not  otherwise  knowingly  act or conduct
himself  (a)  to the  material  detriment  of the  Bank  or the  Parent,  or its

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subsidiaries or affiliates,  or (b) in a manner which is inimical or contrary to
the interests of the Bank or the Parent.  Notwithstanding anything herein to the
contrary, failure by the Executive to comply with the provisions of this Section
may  result  in the  immediate  termination  of the  Agreement  within  the sole
discretion of the Bank,  disciplinary  action against the Executive taken by the
Bank,  including  but  not  limited  to the  termination  of  employment  of the
Executive  for breach of the  Agreement  and the  provisions of this Section and
other remedies that may be available in law or in equity.

      22. Entire Agreement.  This Agreement,  together with any understanding or
modifications  thereof, as agreed to in writing by the parties, shall constitute
the entire agreement between the parties hereto.

      IN WITNESS  WHEREOF,  the parties have executed this Agreement on the date
first hereinabove written.

                                            American Bank of New Jersey



ATTEST:                                     By: /s/ W. George Parker
                                                ------------------------------

---------------------------------
Secretary
/s/ Richard Bzdek
---------------------

WITNESS:
/s/ Kathleen Walsh                          /s/ Joseph Kliminski
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                                            Joseph Kliminski, Executive